Tivic Health Systems Terminates Agreement

TL;DR

Tivic Health just terminated a major deal, filing an 8-K today.

AI Summary

Tivic Health Systems, Inc. announced on May 24, 2024, the termination of a material definitive agreement. The company also reported on entry into a material definitive agreement and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Terminating material agreements can indicate underlying business challenges or shifts in strategy, warranting closer scrutiny.

Key Players & Entities

• Tivic Health Systems, Inc. (company) — Registrant
• May 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TIVC The Nasdaq Stock Mar
• $44,480.44 — ination payment to CDS in the amount of $44,480.44. Additionally, in connection with the S
• $200,000 — result in a reduction of approximately $200,000 in lease expense over the next year and

Filing Documents

• tivc-20240524.htm (8-K) — 48KB
• tivc-ex10_1.htm (EX-10.1) — 49KB
• 0000950170-24-066772.txt ( ) — 223KB
• tivc-20240524.xsd (EX-101.SCH) — 25KB
• tivc-20240524_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 21, 2024, Tivic Health Systems, Inc. (the "Company") entered into a Sublease Termination Agreement (the "Termination Agreement") with Czarnowski Display Service, Inc. ("CDS"), pursuant to which the parties agreed to terminate that certain Sublease Agreement, by and between the Company and CDS, dated as of November 17, 2021 (the "Sublease"), effective as of May 31, 2024 (the "Termination Date"). The Termination Agreement became effective on May 24, 2024, upon receipt of the master landlord's written consent to the termination of the Sublease and CDS' entry into a new sublease agreement with a new sublessee. Under the Sublease, the Company leases approximately 9,091 square feet of office space located at 25821 Industrial Boulevard, Suite 100, Hayward, California (the "Premises"), which serves as the Company's principal place of business. The Sublease was previously scheduled to terminate, in accordance with its terms, on October 31, 2025, unless sooner terminated or cancelled in accordance with the terms and conditions of the Sublease. As of the Termination Date, the Company shall have no further subleasehold or other right, title, or interest in the Premises. In exchange for the early termination of the Sublease pursuant to the Termination Agreement, the Company agreed to make a one-time termination payment to CDS in the amount of $44,480.44. Additionally, in connection with the Sublease, the Company shall pay (i) all commissions owned to any broker in connection with the sublease of the Premises by CDS to the new sublessee, and (ii) any fees or expenses charged by the owner of the Premises in connection with its review of the new sublease agreement with the new sublessee. The Company expects that the termination of the Sublease will result in a reduction of approximately $200,000 in lease expense over the next year and a half. The foregoing summary of the Termination Agreement does not purport to b

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth in Item 1.01 with respect to the Termination Agreement is incorporated by reference into this Item 1.02.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes," "will" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Current Report, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Sublease Termination Agreement, dated May 21, 2024, by and between Tivic Health Systems, Inc. and Czarnowski Display Service, Inc. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIVIC HEALTH SYSTEMS, INC. Date: May 30, 2024 By: /s/ Jennifer Ernst Name: Jennifer Ernst Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR